St. Paul Fire & Marine Ins. Co. v. Commodity Credit Corp.

• Decision Date: 15 February 1973
• Docket Number: No. 72-2237.,72-2237.
• Citation: 474 F.2d 192
• Parties: ST. PAUL FIRE AND MARINE INSURANCE COMPANY and Boston Insurance Company, Plaintiffs, v. COMMODITY CREDIT CORPORATION et al., Defendants. UNITED STATES of America, Counter Plaintiff-Appellant, v. ST. PAUL FIRE AND MARINE INSURANCE COMPANY and Boston Insurance Company, Counter Defendants-Appellees.
• Court: U.S. Court of Appeals — Fifth Circuit

474 F.2d 192 (1973)

ST. PAUL FIRE AND MARINE INSURANCE COMPANY and Boston Insurance Company, Plaintiffs, v. COMMODITY CREDIT CORPORATION et al., Defendants.

UNITED STATES of America, Counter Plaintiff-Appellant, v. ST. PAUL FIRE AND MARINE INSURANCE COMPANY and Boston Insurance Company, Counter Defendants-Appellees.

No. 72-2237.

United States Court of Appeals, Fifth Circuit.

February 15, 1973.

Frank McCown, U. S. Atty., Fort Worth, Tex., Walter H. Fleischer, Judith S. Feigin, Dept. of Justice, Washington, D. C., for appellant.

Marian Mayer Berkett, New Orleans, La., for Boston Ins. Co.

Bernard P. Evans, Donald M. Hunt, Lubbock, Tex., for St. Paul Fire & Marine Ins. Co.

James H. Milam, Lubbock, Tex., for 1st Nat. Bank.

Charles B. Jones, Lubbock, Tex., for Cochran.

Before GODBOLD, DYER and CLARK, Circuit Judges.

GODBOLD, Circuit Judge:

St. Paul Fire & Marine Insurance Co. and Boston Insurance Co. sued Commodity Credit Corporation (CCC) seeking a declaration of no liability on three bonds assuring performance by United Farmers Marketing Association (UFMA) of its obligations under a 1963 Cotton Cooperative Loan Agreement executed between UFMA and CCC. St. Paul and Boston were sureties on the three bonds; UFMA, an agricultural cooperative organized in Lubbock, Texas, was the principal; and CCC was the obligee. CCC counterclaimed for $265,000, the aggregate face amount of the three bonds, charging that UFMA's failure to redeem 3,421 bales of cotton, released to UFMA under trust receipts, was a breach of the 1963 Agreement.¹ By answer St. Paul and Boston denied liability on the principal grounds that they guaranteed only performance of the 1963 Loan Agreement and that UFMA's failure to redeem was a breach of the trust receipt agreement, not the 1963 Loan Agreement.² The sureties also interposed additional so-called "affirmative" defenses. The District Court found that sureties guaranteed only performance of the 1963 Loan Agreement, that UFMA's failure to redeem was a breach of the trust receipt agreement under which the bales were released to UFMA, and that the rights and duties created by the trust receipt agreement were not incorporated by reference into the 1963 Loan Agreement. Since it found the sureties' primary defense a good one, the court did not consider the "affirmative" defenses. Accordingly, the District Court ruled that CCC take nothing on the counterclaim and granted sureties their requested declaratory relief. We find that UFMA's failure to redeem the cotton was a breach of the 1963 Loan Agreement, and reverse and remand for further proceedings.

A brief description of the cotton price support scheme is in order. We preface our remarks, however, with this caveat. Our description is not intended to be exhaustive. We confine our discussion to those aspects of the price support scheme revealed in the record, drawing also on explanations and references in the government's brief to which defendant sureties have not objected.³

The Commodity Credit Corporation is an administrative agency of the United States created by Congress "for the purpose of stabilizing, supporting, and protecting farm income and prices, of assisting in the maintenance of balanced and adequate supplies of agricultural commodities . . . and of facilitating the orderly distribution of agricultural commodities." 15 U.S.C. § 714. See Rainwater v. U. S., 356 U.S. 590, 591, 78 S.Ct. 946, 2 L.Ed.2d 996, 998 (1958). As pertinent to this appeal, CCC effectuates cotton price supports by making nonrecourse loans to individual cotton producers in accordance with 7 U.S.C. § 1425, taking cotton as security. The loan value is geared to price schedules set out in 7 U.S.C. § 1441. The cotton is stored in approved commercial warehouses, which issue warehouse receipts against the bales. When the loan matures the farmer may elect to pay the debt and redeem the cotton. Alternatively, since CCC's only recourse is against the collateral, the farmer may allow the cotton to pass to CCC upon loan maturity and retain his loan proceeds. The government explains that if cotton prices rise above the loan value, the farmer usually will market the cotton and realize the profit. If cotton prices fall, he simply does not redeem the cotton. Thus the farmer is assured as a minimum the loan value for his cotton.

Individual cotton producers may combine their resources to enhance profits by forming marketing associations as authorized by the Capper-Volstead Act § 1, 7 U.S.C. § 291. Recognizing the value to the individual producer of these marketing associations, CCC, pursuant to its regulatory authority, will make price support loans to an association. 7 C.F. R. § 1427.1375 (1963). For example, an individual producer may elect to tender to the association his warehouse receipts, which evidence cotton stored in approved commercial warehouses, and the association will promptly pay the producer for his receipts the loan value of his cotton. See id. § 1427.1375(c). The association then uses the receipts as collateral for CCC-sponsored loans. As in the case of individual producers the loan is nonrecourse, so the association may elect to allow the debt to mature without redeeming the collateral. If cotton prices rise, the cooperative may liquidate the debt and redeem and market the cotton. Profits are distributed to member producers on a cooperative basis.

As the parties point out, until maturity of the loan the individual producer, or the association in appropriate cases, has an equity interest in the cotton that secures the loan. If cotton prices are above the loan value, the producer's equity interest will roughly equal the difference between the loan principal plus interest and the cotton price. CCC regulations allow the producer to sell this equity interest without first redeeming the cotton. See 7 C.F.R. § 1427.1373 (1963). For example, the producer may sell his equity by obtaining a Form AA, which the equity purchaser executes and returns to CCC. CCC then mails the appropriate warehouse receipts to a designated bank, which releases them to the equity purchaser upon payment of the loan principal plus interest. By this scheme a producer may in effect sell his cotton without first liquidating the loan. Thus a producer's inability to liquidate the loan will not prevent his realizing a gain from rising cotton prices.

The association may also sell its equity interest, although the mechanics for sale by it are not nearly so detailed in the regulations as the mechanics for sale by the individual producer. The pertinent regulation provides only:

Members of . . . associations may act collectively in obtaining loans. The loan rates under this agreement will be the same as the loan rates to individual producers, and eligibility requirements with respect to the cotton and the producers tendering the cotton to the association and other loan provisions will be similar to those for loans to individual producers.

7 C.F.R. § 1427.1375 (1963) (emphasis added). The sale of equity interest by the association was, at least in 1963-64, accomplished in practice by use of trust receipts. CCC would release in trust to the association the warehouse receipts held as loan collateral. The terms of the trust were set out in the trust receipts, which provided in pertinent part:

The association agrees to hold said warehouse receipts and any proceeds therefrom in trust for Commodity Credit Corporation and further agrees to return said warehouse receipts to the bank within 15 days after the date hereof (or such extension of time as may be granted by the Director of the New Orleans ASCS Commodity Office), unless the association has redeemed the cotton represented by said warehouse receipts in accordance with Section 12 of said Loan Agreement.

. . . . . .

The intention of this arrangement is to protect and preserve, unimpaired, the lien of Commodity Credit Corporation on said warehouse receipts as security for the obligations of the association under said loan agreement.

The proceeds realized by the association on sale of the warehouse receipts would be forwarded to CCC to liquidate the loan and relieve the collateral from trust. As with the individual producer, then, the association could sell cotton collateral without first liquidating the loan. The major difference between sale by an individual producer and sale by an association was that the association acquired actual possession of warehouse receipts prior to sale, whereas the individual producer did not. Notably, this actual possession of receipts was the seed of this lawsuit.

Against the backdrop of the price support scheme, we set out the facts of this case. CCC and United Farmers Marketing Association (UFMA) in 1963 executed a Cotton Cooperative Loan Agreement which permitted UFMA to obtain CCC-sponsored loans by tendering to CCC the warehouse receipts of co-op members. Section 12 of the Agreement is central to this appeal. Tracking the regulatory scheme, § 12 specified UFMA's right to redeem collateral prior to loan maturity:

12. Redemption of Loan Collateral. Prior to maturity of the loan indebtedness as provided in section 17, the Association shall have the right to redeem all or any part of the cotton upon payment to CCC of the loan indebtedness with respect to such cotton as set forth in section 5 hereof, less a fee of 15 cents per bale or accrued interest, whichever is less . . . .

Section 12 further set out the association's obligations in the event it sold its equity interest prior to redemption of the collateral:

If the Association sells or permits its members to sell their interest in any cotton pledged to CCC hereunder, it shall redeem such cotton within 15 days from the date of such sale.

Finally, § 12 concludes by referring to the trust receipt method of effecting sale of the association's equity interest:

CCC may, if it deems it desirable, release warehouse receipts to the Association against trust receipts

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